Ben 10: New Experiences
by guy7776
Summary: Younger Ben and Gwen are left alone while Grandpa Max is on a special plumber mission. Stuff happens. Very dirty adult stuff. Final chapter added.
1. Chapter 1

Disclaimer: I don't own Ben 10 or any of that stuff. I'm just writing for fun and perversion. (And just for heads up, this is in the earlier series when Ben and Gwen were kids.)

**Ben 10: New Experiences**

"We're here!" announced Grandpa Max.

"Ughhhhh." was Ben's response. "Why did we come here?" Ben had expected to do something fun today. He hadn't gotten the omnitrix but a few weeks before, but he already loved using it. He wanted to "go hero" as often as possible. And when grandpa said he had to do some important plumber business Ben had hoped he could go along and help.

"Because I need a new swimsuit dweeb." said Gwen as she stuck her tongue out at Ben.

"Grandpaaa." Ben whined. "I wanna go with you."

"No Ben. And that's final." Grandpa announced with authority. "Like I said before you are staying with your cousin at a hotel while I do my work. And tomorrow you two will go to the water park. Which is why you and Gwen are going shopping together today." He than handed Gwen a ticket for the hotel that was next to the mall that they were parked at now. Along with a silver and blue credit card. "This is my credit card. Use it for your bathing suit and for food. And try not to waste all my money you two."

He than let Ben and Gwen out of the rust bucket and drove away.

"Let's go!" yelled Gwen as she grabbed Ben's hand and dragged him into the mall.

"I want ice cream." Ben immediately said and started walking to a near by food cart.

"No." Gwen said. "First we get my new swimsuit." Than she started walking away. Ben reluctantly followed her, while mumbling to himself about how much this will suck. Finally Gwen stopped and looked into a store. It was Victoria's Secret.

Ben started laughing. "Nothing in there will fit you cuz." He said and started walking away laughing more.

Gwen then pulled out here cell phone. "I'll call Grandpa and tell him you're being mean."

Ben froze in his steps and turned to face Gwen. Just the day before Grandpa Max had promised Ben that if he was good and nice to Gwen while he was gone indefinitely, he would take Ben on a secret plumber mission when he returned.

So Ben walked back over to Gwen and followed her into the store. He had no idea why Gwen wanted to come here. He was still too young to like girls or to really understand what a bra was for.

"Gwen I don't see in bathing suits in here." Ben said as he followed Gwen deeper into the store filled with thongs and bras.

"Just be quiet and let me try stuff on." was Gwen's response.

"Fine." Ben mumbled as he sat down on the bench inside the fitting room with Gwen. Each fitting room in the store was isolated from another and was divided into two parts: one for changing, and one for showing.

Gwen had picked up five or six different sets of bras and panties as they had walked back, and she set them down next to Ben after they entered the fitting room and closed and locked the door. Gwen than picked up the top set, a blue and pink polka-dotted thong with matching top and went into the room to change. Fist she pulled off her kitty cat shirt and training bra and set them on the bench in the changing section of the room. Then she pulls off her white pants and pink panties. Underneath was just a little bit of red hair growing over her tight young slit. Her tiny breasts were still A-cup sized and of course, too small for the bra as she put it on. Than she pulled the thong up to her belly button and held her legs together so it wouldn't fall down, but in the process, gave herself a camel toe. But she didn't notice. She hadn't yet even learned what her vagina was for or how to please herself.

"How do I look?" Asked Gwen as she stepped out and showed Ben what she was wearing.

Ben immediately started laughing. "Told you it wouldn't fit dork!" he said as he spit his tongue out at her. When he finally stopped laughing he actually looked at Gwen. The top was falling off a little bit, so he could see her exposed right nipple. Than he looked at the thong and saw her vagina through the panties. Suddenly he felt something in his pants. His penis was starting to rise. He grabbed it as fast as he could and pushed it back down.

"What are you doing?" Gwen asked as she stared at him. "Do you have to go potty?"

"That must be it." Ben said as he ran out of the store and to the nearest bathroom and into the first empty stall, where he pulled down his pants, and sumo slammer underpants and stared at his erect penis.

"What in the world?" he said to himself. Ben never before had had a boner. So he was a little scared. He, like Gwen, was still too young to understand what he had, or why he had it. He didn't even have pubes, or even know what they were.

Finally after a lot of pushing and a little bit of peeing, Ben finally got it to go down.

"That was strange." Ben said as he walked out of the bathroom and into Gwen.

"Watch it dweeb." She said harshly. After he ran out, she had gotten redressed and bought the small sized pair of panties and bra in the store, which were probably still too big for her.

"Sorry." Ben said, still a little shaken up by what had happened. But he tried his best to forget it as he followed Gwen around the mall, the rest of the day.

Finally Gwen decided on a one piece swimsuit and they could leave the mall.

"Are you ok?" Gwen asked as they made their way to the hotel across the street from the mall.

"Yeah, fine." said Ben and they shared silence for the rest of their walk.

When they finally made their way into the hotel Gwen walked to the front desk and showed the man behind it their special ticket.

"Ahh yes." said the man as he handed Gwen the key to their room.

They continued all the way to the fifth floor room in silence. Gwen used the key and opened the door into the room.

"Let's go to the pool!" Ben immediately exclaimed and pulled off his shirt and threw the bag Gwen had made him carry onto one of the beds and pulled out his trunks and tossed it onto the other bed.

"Fine." Gwen said. "But first you have to see what I bought." and she went into the bathroom to change.

Ben waited for five minutes, but Gwen still didn't come out, so he decided to get his trunks on while he waited. He pulled off his shorts and underwear only to realize his swim trunks were on the other bed. And that Gwen had emerged from the bathroom in an orange and yellow striped top with matching thong, which she wore in the same fashion as when she tried on the other set; top half off exposing her young small breast and nipple and thong pulled up giving her a camel toe. Ben stood there and stared at Gwen as she tried to keep herself covered with what she bought at Victoria's Secret. Suddenly he felt his small five-inch penis get hard again.

He tried his best to hide it but Gwen could see it.

"It's big again, like in the store." Said Gwen. "What's wrong with it?" she asked

"I don't know." Ben admitted and he stopped trying to cover it.

"Let me see it." said Gwen and she walked over and poked it. "Should it be like this?" she asked.

"I don't know." said Ben. "I think it's supposed to stay down." He tried again, futilely, to push it down.

"Let me try." said Gwen as she pushed down on it. It immediately shot off a bunch off cum right in her face. "What's this?" she asked.

"I don't know. Did you break it? Cuz I've never had it do that before."

"Well it doesn't hurt, does it?"

"No." said Ben.

"Than I think you're ok." said Gwen as a bit of cum dripped into her mouth. "Wow that tastes good." she than stuck his small member right into her mouth and started sucking it.

"What are you-" Ben panted "doing?"

Gwen stopped sucking for a moment to answer. "It tastes like candy. I like it. I want more" she than started sucking again.

"It feels good." says Ben through rough pants. "Wait stop Gwen." he practically yells. "It feels real weird." But Gwen doesn't, wanting more of the "candy" bad.

"Stop." Ben says loudly as he creams a big load right into Gwen's mouth, which she immediately swallows with a smile. "Wow. That was amazing." Ben says, feeling almost speechless. "Can I try some?"

"Sorry. I ate it all." says Gwen sheepishly. "But I feel weird now." She than pulls off her top showing her hard nipples. "These aren't normally like this." and she touches them and immediately moans from pleasure. "Now down there feels weird." she pulls off her new thong and a trail of cum runs from it to her newly wet pussy. "Ben I think this is more candy. Try it"

Ben gets on his knees and licks the cum from her thong. "Oh wow. It tastes great. Better than ice cream." He than tosses the panties aside and licks the source of the wetness.

"That feels good, like when I touch these." says Gwen as she pushes on her nipples and moans from the pleasure. So she keeps pushing on them.

"I think the good stuff comes from in this hole." Says Ben as he spreads Gwen's beautiful young, tight pussy and pushes his tongue in it, so he can lick more up. He than notices something poking up, Gwen's clit. He pushes down on it and Gwen moans from pleasure again. "Does that feel good."

"Yeah. Really good." replies Gwen in moans.

"When you got candy from me it made me feel real good. So maybe to get your candy, you have to feel real good." Said Ben. And he started pushing his tongue in and out of Gwen try to get all the "candy" while he pushed and rubbed on her clit and she squeezed her nipples. Than she let out a long loud moan and squirted her cum all over his face and in his mouth.

"That really does taste great." said Ben as he finished licking Gwen clean.

"Hey your thing is big again." said Gwen as she stared at Ben's erect member hungrily. "But I have an idea." said Gwen. "Lay down."

Ben did as she said and laid down flat on the ground. "What's your idea cuz?" asked Ben curiously.

"Well," explained Gwen, "you have a big thing that sticks out. And I have a hole in me. What if we put your thing in my hole."

"I see." said Ben as Gwen crouched over him. "Let me help." said Ben as he spread Gwen's pussy and she sat down on his dick, forcing it into her tight hole.

Gwen yelped in pain and pleasure and Ben moaned, loving being inside his tight, warm and wet cousin. Ben than put his hands and the small Gwen's hips and pushed her down wanting to be in her more. "Wow that's amazing!" exclaimed Ben and he started pushing her up and down on his erect cock and she squeezed her nipples and played with her boobs. Ben started pushing Gwen up and down on his shift faster and forcing her down harder and forcing his cock in deeper. Gwen kept moaning from pleasure, but the moans kept getting shorter and louder the harder Ben slammed her down while he panted furiously.

"I'm gunna make candy!" yelled Gwen.

"Me too!" shouted Ben in return.

Than in one last shove, Ben forced his whole shaft inside Gwen and it exploded with cum and Gwen orgasmed, releasing juices all over Ben's slowly shrinking cock and pelvic area.

"That was amazing Ben." said Gwen as she laid down on top of him, keeping his cock in her, and she planted a kiss on his lips, and he kissed her back with passion.

"What was that for?" he asked.

"Cuz I think I kinda like you dweeb." was Gwen's response as she kissed him again.

They than feel asleep in each others arms.

_*The next morning_

"Last night was great Ben." said Gwen. "But you know, I have another hole. I wonder what your candy stick would feel like in it."

_This was my first story. I could add more if you guys liked it. Tell me what you think and if you want more or any ideas on improving it. _


	2. Chapter 2

**Ch.2 Last Day Without Grandpa**

The blue bedazzled phone let out a series of beeps and noises that signaled that someone was calling. Gwen reached her arm out from under the covers and answered: "Hello?"

"Gwen hunny, it's Grandpa. How've you and Ben been doing?"

"We've been fine grandpa. Why are you calling so early?" Gwen spoke into the phone, still half-asleep.

"Early? Gwen it's almost two in the afternoon." Max responded. "Are you still in bed?"

Gwen quickly shook the sleep off. Ben moaned a little bit as his arm was shaken off her. It all came back to her as she looked down and saw her tiny, succulent, exposed breasts and saw that she wasn't wearing panties either.

They had had sex last night. Her and Ben. They'd been having sex now for almost a week. Ever since Grandpa had left them to go on a plumber mission. At first they had no idea what they were doing, but after they first fucked each other Gwen had used her laptop to figure out what was happening to them and why. They had found out what they were doing was called sex and they also found out many different pleasurable things they could do for each other, and they loved it. They even once experimented with a leaf-blower, a live gerbil, and a pint of ice cream; though, needless to say, that one didn't really end up working out for either of them.

"Gwen?" Grandpa's voice brought her back to earth and the phone call with Max.

"Yeah, sorry Grandpa." was Gwen's response. She had to do something quick before he got suspicious. "Me and Ben had a late night at the water park and arcade. So we decided to sleep in." Which was a complete and total lie. Actually her and Ben had hardly ever even left each others embrace, let alone the room.

"Oh, okay." was Max's response. She'd never given him any reason to doubt her, so he trusted her completely. "Well I was just calling to say I'll be back tomorrow around noon."

"Okay good. I'm getting tired of spending all my time with this dweeb." Gwen was smart enough to put up a façade just in case.

"Okay well I'll be there as soon as possible. Bye Gwen." With that he hung up the phone and got back to shooting the bunch of alien three-headed mutts that were the cause of the plumber mission.

After Gwen hung up, she looked over at Ben. She'd been having so much fun with him over the week that she had nearly forgotten anything else had even existed. But it wasn't right. In society's eyes they were too young to have sex. And it was horribly for cousins to do it. If anyone found out, they would be ridiculed and punished severely.

But all those thoughts disappeared as she heard Ben's voice. "Gwen babe, come back to bed."

She giggled and did as she was told, and Ben planted a long sweet kiss on her lips and he slipped his tongue into her mouth where he started massaging her tongue with his. And while he did that his arms wrapped around the naked Gwen and he pulled her onto his bare lap where his five-inch member was already hardening and push up against Gwen's tiny nude ass.

Gwen smiled and pulled from the kiss. "Someone wants his morning ass, I see."

"Maybe." Ben responded, pretending to act shy.

"Alright." said Gwen as she got on her knees and stood over Ben's fully hard dick and spread her ass cheeks. She slowly pushed down, forcing Ben's hard cock into her very tight asshole, as she let out a low moan. Ben but his hands on her hips and began pushing her up and down, forcing his cock deeper into her ass which each thrust down. As he did this, Gwen began moaning louder and louder, then she moved her hands to her sweet tiny pussy that was dripping wet and shoved two fingers into it, while using her other hand to rub her clit. Ben saw her masturbating and it just turned him on more. He started pushing her up and down faster and going harder, which in turn made Gwen push her fingers into her pussy faster and rub her extended clit harder as her moans turned into screams of pleasure and Ben panted out loudly.

"I'm gunna cum!" Gwen shouted and forcefully pushed three fingers into herself, causing her to immediately orgasm all over Ben, who than exploded all full load of hot cum into her ass with a loud pant.

"That was great." said Ben through pants. He grabbed Gwen and pulled her down so she was laying on him and he kissed her passionately. After he finally ended the kiss he asked. "Who called?"

Gwen panted and moaned a few more times before answering. "Grandpa. He said he was gunna be here tomorrow to pick us up."

"Aww man." Ben whined. "I don't want him to come back. I just wanna stay her with you Gwen. It's so much fun. I wanna stay with you forever."

Gwen smiled and kissed Ben's forehead. "You're so cute." she said in a cute tiny voice, that Ben used to hate, but now loved for its cuteness. "Don't worry, we still have today. Though we probably shouldn't have another late night like last night, unless we want Grandpa walking on us sleeping together."

"Yeah. It probably would be bad if he saw."

"Ya think?" Said Gwen sarcastically as she gave him a nuggy, which prompted Ben to push her off him and they started having a nude wrestling match, which just ended up making them cover each other with cum since they were still naked and very much horny. The wrestling match ended when Ben got on top off Gwen and started forcefully kissing her, which he knew she liked. She pushed her tongue into his mouth and grabbed his semi-hard, cum-covered cock and squeezed it, which made it shot off another stream of cum onto her body.

After a little more making out and wrestling, Gwen finally said "You know. We should probably get out of this room at least a little bit, that way we don't raise too much suspicion."

Ben pouted a little bit, which made Gwen kiss him out of cuteness. "Fine," said Ben "but first we have to shower to get this cum off." with that he winked and got off her and headed to the shower. And of course, she followed.

When Gwen got into the bathroom, Ben had already started the shower and was in it. Gwen climbed into the tub and stood next to him.

"Oh no, no, no" She said in a mock teacher voice "this will never do. I think you'll need my help." She than Grabbed the soap from Ben and got some on her hand. "We need to start with here, since it's the dirtiest." With her soap covered hands she grabbed Ben's cock and started jerking it off. In no time he came onto Gwen's body. "Good, now we have some _good soap for me." And she started rubbing the cum on her stomach and legs._

"_That is good soap," said Ben seductively, "but I think we need more." with that he pushed two fingers into Gwen's soft, warm pussy and began pushing them in and out. He than got soap on his other hand and said "Now we need to clean the part that's sticking out." and started rubbing her clit while he pushed his fingers in and out until finally, with a loud moan, Gwen orgasmed, squirting her cum onto Ben, who immediately started rubbing it onto his own body. _

_After that Gwen and Ben started making out and rubbed each other bodies until no filth could possibly be left, anywhere on each others body. After they broke the long moist kiss, Ben grabbed the shower control knob and turned it off. They both stepped out together and dried themselves and each other off._

"_Well that was fun." said Ben. "I never thought I'd have so much fun with you."_

"_It was pretty fun. So what are we gunna do now?" asked Gwen._

"_Pool!" said Ben excitedly as he ran out of the bathroom and grabbed his swim trunks and threw them on and threw Gwen her one piece swimsuit. Gwen decided to get dressed more elegantly, since she knew Ben was watching. She slipped one leg through the hole, than did the other and slowly pulled it up, pulling the top over her young yet beautiful breasts. _

_The bathing suit was blue and had a cat design over the chest, so it reminded Ben of her shirt. But what Gwen hadn't noticed when she had fist bought it, was that it was too small. It rode up her ass and pussy, giving her a huge camel toe on both sides, which Ben actually liked. And though her breasts were small, the suit clung to them, making them stuck out more, which only did more to turn Ben on._

_Gwen thought that she would be embarrassed to be around people, other than Ben, with it on, but Ben convinced her it was okay. Gwen wrapped a towel around herself and they made their way to the pool. But as they went through the hotel they didn't see anybody else, which struck them as kind of odd. So Ben went and talked to the person at the front desk, who told him that the plumbers had rented out the whole hotel, so Ben and Gwen were they only guests actually staying there. When he told Gwen this she breathed a sigh off relief knowing no one else would see her like that._

_Finally they made it to the pool. Gwen slowly unwrapped the towel from herself and dropped it on a chair while Ben cannonball-ed into the deep end. Gwen slowly made her way to entrance to the pool and made sure that no employs were coming. Actually most the employees were just hanging out behind the hotel since they didn't think that two kids mattered enough to make them do their jobs. Gwen turned towards the door and cast a locking spell so no-one could get in, just in case. Than Gwen walked into the shallow end, slowly strutting for Ben, who was staring at her from the deep end. Gwen walked to where the water was waist high, than dunked her head under water to get her hair wet. Ben watched as she stood up from under the water, loving how the water made her nipples seem to pop from her swimsuit. _

_Ben than swam over to her and kissed her lightly on the lips which caused Gwen to giggle._

"_You know, you look really good in that tight, wet swimsuit." said Ben as seductively as possible and he grabbed Gwen's breasts and started squeezing them._

_Gwen smiled and pulled her swimsuit at the bottom, showing Ben her vagina. Ben's cock immediately stood up in his trunks. So he pulled them down and flung them to the other side of the pool. "I'll get them later." he said slyly. Then he kissed Gwen passionately as the made their way to the steps of the pool, where Gwen laid on them, staying half in the water. Ben than pulled the top part of the suit down so he could squeeze and suck her nipples while Gwen ripped a hole in the bottom of the suit where her vagina was._

"_Why'd you do that?" Ben asked through kisses._

"_It's too small anyway." was Gwen's reply "besides you wouldn't want anyone else seeing your girl in something so small, would you?"_

_Ben smiled and began kissing her again as he pushed his submerged cock into her pussy and began lightly fucking her. She began to moan as Ben squeezed her breast which only made Ben fuck her faster and squeeze her breasts harder. Gwen started sucking and biting on Ben's neck between moans. Ben panted as he start pushing into Gwen deeper and deeper, forcing his cock into her so young, tight pussy. Than Ben start getting rougher, slamming into Gwen with each thrust, which made Gwen scream and moan from pleasure. Finally Ben shouted "I'm gunna cum!" and he exploded into Gwen, filling her with his hot cum. _

_Gwen got off ben and said, "I'll go get your suit." she than swam off and got his trunks while he watched her pussy drain his cum into the water._

_When she got back Ben said, "I'm not ready to put those back on quite yet." so he grabbed Gwen's hand and let her from the pool to the sauna._

_Once in the sauna Ben pulled off Gwen's suit and they laid down on the floor making out. "You know, I think there's still some 'candy' left in your pussy." said Ben as he got off Gwen and he lead her to a bench where she sat down and he got on his knees and started sucking her clit which was still popping out from the sex. Than Ben moved his tongue to her dripping pussy and started pushing it in and out while he used his hand to rub her clit and she played with her boobs. She than stood up from the bench and laid down on her back and winked at Ben. "I wanna do 96." was all she said_

_So ben got over top of her and let his hard cock fall into her mouth while he continued licking the inside of her pussy. She took Ben's cock into her hands and began jacking him off while she sucked the tip. This made Ben moan in pleasure and he pushed his tongue deeper into her pussy and began licking all over the inside while he rubbed her clit. She continued sucking, though she often had to stop briefly to moan, but she kept jacking him off until finally she couldn't take it anymore and she yelled in pleasure, cuming and squirting all over Ben who licked it all up and came himself all over Gwen's face and in her mouth._

_They both stood up and smiled and kissed each other and wiped the remaining cum from their faces. "You are so much fun." said Gwen as she kissed Ben again._

"_So are you babe." said Ben and he kissed her pushing his tongue into her mouth and rubbing it all over._

"_Careful with that tongue. It can do some pretty amazing things." said Gwen and they both laughed as they put their bathing suits on. "Let's go back to the room."_

_With that Gwen wrapped a towel around her waist, to cover the hole she made for Ben. And hand in hand they made their way back to the room. Once in the room Gwen stripped her swimsuit and threw it away. "I'll just keep the old one." she said. Ben followed and took his trunks off, but he put them back into the bag with their stuff in it. After that they both looked out the window._

"_It's already night. It's almost ten." said Gwen trying to stay responsible, though it was hard with Ben naked in front of her. "We should pack up before bed."_

_Ben looked around. "I think we were too busy to unpack." he was right. All their clothes remained in the bag since they had spent most of the visit naked._

"_Well let's at least put clothes out, so we can get dressed before Grandpa comes tomorrow to get us." said Gwen who ran to the bag and immediately through out an outfit for each of them._

"_Why the rush cuz?" ben asked nonchalantly._

"_Because I want you." said Gwen as she pushed Ben down on the bed and began passionately kissing him. Ben flipped them so he was on top and slowly slid his rock hard member into her. Than they began passionately kissing each other even more as Ben slowly slid his cock deep into her and pulled it back out. They continued making love, both moaning and panting as Ben kept up the pace, never going too fast for them to kiss until finally they both orgasmed together and cum dripped out from where they were connected. But they kept kissing until finally they both fell asleep in each others arms, while Ben's cock remained in Gwen's tight pussy._

_The blue bedazzled phone let out a series of beeps and noises that signaled that someone was calling. Gwen reached her arm out from under the covers and answered: "Hello?"_

"_Gwen hunny, it's Grandpa. I'm almost at the hotel. I'll be up in thirty minutes. Hopefully you too haven't got on each others nerves too much while I was gone."_

"_We've been fine." said Gwen as she stared at the still sleeping Ben and smiling "See you in a few." with that she hung up and kissed Ben on the lips, waking him up. "Time to get up babe." she said._

_After that they both got dresses and made out while they waited for grandpa. Finally the knock came at the door that meant the end for their fun._

"_What's gunna happen now?" Ben asked, looking rather sad._

"_I don't know," responded Gwen. "We'll see what we can do." as she said that she gave Ben a wink that made hike smile. He stood and went to answer the door._

_******************************************************************************************What do you think of the second chapter? And tell me if you want a third._


	3. Chapter 3

So here's the deal. I can't decide how I want to continue my story; so I decided I'm going to write two versions of chapter three(one involving aliens, magic and sex change, and the other being much darker and involving rape and murder), and whichever you guys like more, I'll continue from. Sound cool? If not, you can suck it because it's what I'm doing. Without further ado, the lighter version.

Ch 3: Goin' Hero

"Come on Gwen! You know we hardly ever get any alone time. I miss having fun."

"I know." responded Gwen calmly. "But we can't take chances. What do you think would happen if Grandpa saw what we were doing?"

This silenced Ben. They both feared being caught, since society viewed what they did as wrong. "Fine. But tonight I'm gunna sneak into your shower by 'accident'"

"That's just fine Benny." said Gwen with a wink. She loved performing for Ben. Though in honesty she missed having sex with Ben. It had been a few months since their weekend of experimentation and fun, and the time had taken its toll of both of them. They loved having sex and since they couldn't do it very often, they missed it very much. But whenever they did get to do it, it was very, very steamy and fun for both.

"I'm back." Grandpa Max announced as he walked through the side door of the RV.

Gwen let out a sigh of relief knowing she made the right choice and saying no.

WEE-OHH. WEE-OHH. They all knew what this sound meant. The RV was sensing an alien presence somewhere near. Grandpa walked to the front and sat down at the steering wheel. Immediately a GPS spun out of the dash, showing the best route to get to the alien. Max sped off after it as Ben and Gwen were both flung into the back of the RV.

After five minutes of driving they arrived at the scene of the alien. A giant dog beast alien creature was tearing apart a local park. Max recognized it. It was the same creature that was the cause of the special plumber trip those few months ago.

The door to the RV flung open and Ben jumped out as Four-arms and lunged on top of the beast, wrestling the alien to the ground. Then using his four arms he picked the beast up by all its legs while Max walked out and put special restraints on the legs that forced them together so it couldn't move. Gwen than walked out of the RV with the null-void gun and opened the portal. Ben tossed the alien into it.

"Easy enough." said Ben with a laugh, being pretty proud of himself.

The portal closed as Grandpa said "Kids get in the RV. I have to call a special plumber gathering. If ones here again, than it means an army is coming."

Both Gwen and Ben got into the RV as instructed. Normally Ben would have argued, but he could see that his grandfather was pissed.

"You know what this means right?" Gwen asked with an unusually large smile.

"What?" Ben asked completely confused.

"Grandpa is going to be pretty busy tonight…" said Gwen, trying to get her idiotic cousin to understand.

"…..ohhhhhh…" Said Ben as he started to realize what was going on. "Yes!"

"But you gotta act normal in front of Grandpa. We can't have him expecting anything."

Just as Gwen finished speaking, Max walked in the door and gave Ben a weird look. Ben looked down and realized he was still Four-arms. Grandpa shook his head, dismissing what he saw because he had more important issues to deal with. "You two are going to be alone for a little while again. Since us plumbers know what's coming, we're going to try to prepare and be able to defeat this threat quicker this time. But you two might be alone here for a few days."

"Aww grandpa. I don't wanna be stuck her with him." Gwen fake-whined. She than elbowed Ben.

"But I wanna go Grandpa!" Ben fake-whined as well.

"No Ben! And that's final." said Grandpa Max with authority.

"Fine." Ben said and he walked away pretending to pout.

Grandpa than turned to Gwen. "Here's fifty bucks. I don't have time to get you guys a hotel again so you're going to be stuck in the Rust Bucket. Will that be ok? The money's for food and fun. Don't go crazy."

"Alright Grandpa." Gwen said with a good whiney voice. "I guess we'll try to survive each other."

"That's my girl." said Max as he ran from the RV and caught a taxi.

"Alright, he's gone!" shouted Gwen and Ben ran to her and picked her up and swung her around, rather easily as he was still Four-arms. "We're gunna have to wait for you to get back to human before we do anything. We don't even know if aliens are like us or even have anything down there."

"That's right." said Ben. "But we could find out."

Ben than looked down at the pants and shirt that he never really realized Four-arms wore. Ben sat down and slowly pushed his pants down, half expecting to find another arm or something really weird. What he did find was the same penis he normally had, except it was red. And there were two. One on top of the other.

"Wow. I think I like this." said Gwen with a wink. Than she grabbed one penis in each hand and licked each of their full lengths and felt them getting harder in her hands. They kept growing harder and longer until they reached their full length, each being about and inch longer and wider than Ben's normal dick. "Oh I really like this." said Gwen as she pushed one into her mouth and jacked the other one off.

Ben as Four-arms starting panting feeling double the satisfaction as normal. But feeling double made him a lot more sensitive and he exploded cum into Gwen's mouth and all over her face. Ben blushed, feeling embarrassed that he had finished so quick.

Gwen looked up and smiled at him. She than wiped off her face and said "It's ok. You were just getting warmed up. Now's for the real fun." after she said that she pulled of her blue shirt, revealing her red training bra. Ben could feel himself getting hard again. Than Gwen dropped her pants, showing off her matching, cute red panties. Ben was definitely getting harder now. Than Gwen slowly pulled of her red bra, one shoulder at a time, slowly revealing each of her underdeveloped breasts that had actually grown about a cup size since the hotel stay. She than slid her panties down and flung them at Ben who grabbed them and held them, feeling his dicks shoot straight up and down. Gwen's vagina was beautiful, so tight and young, and the small patch of red hair that she shaved into a heart looked awesome to Ben.

Gwen seductively walked over to Ben and walked around the chair he was sitting in to tease him a little. She than climbed onto Ben's lap, with her back to him and began to push down with one dick in her pussy and the other in her ass. Than she started moving slowly up and down with lots of moans since she was unused to the size and it hurt a little bit. Than Ben wrapped his arms around her and squeezed her young gorgeous tits as he began pushing her up and down forcing her to moan loudly. Even with his huge muscles and structure Ben was being extremely gentle, being afraid to hurt his cousin. Than Ben start pushing Gwen up and down on his cock faster, being a little rougher with each thrust, forcing his dicks deeper into Gwen and making her moan louder till the point of screaming with each thrust. Than Ben began pushing up with his waist with each thrust of Gwen down, being a lot rougher and forcing his dicks deeper into her till the point that they were nearly fully inside her. Than he got up off the chair while holding her up and staying in her ass and pussy and walked to a bed where he put her down and got inside her again and started madly slamming in and out of her making her scream from pleasure from his roughness. She loved when he was really rough and she loved how deep he was going. He than start going faster and faster until he shouted "I'm gunna cum!" and exploded into her, filling both her ass and pussy with cum. Which made her scream and orgasm and squirt cum of her own all over his dicks. Than finally, from exhaustion, Ben turned back into His normal human self.

"That was great!" said Gwen as she flung her arms around Ben and held him to her naked body and kissed him slowly for a long time. As time passed the kiss grew deeper and more passionate as they each pushed tongues into each others mouths and rubbed them together. Finally they had to stop to breathe and smile. "You know, I wonder what other aliens in that watch have. Maybe we could have even more fun."

"Yeah definitely." agreed Ben. "Let's see what else I got to use. Heatblast?"

"No. He'd probably burn me."

"Alright. Not Wildmut or Ghostfreak. I don't have enough control of them. Diamondhead?"

\ "No. He'd probably cut me all up."

"Darn. Stinkfly and Upgrade wouldn't work either. I got it. XLR8!"

"Yeah Ben. That should work." Gwen than kissed Ben. "Turn into him."

"Alright." said Ben as he opened the omnitrix and shifted it to XLR8 and than slammed it down. For once it actually worked right and he turned into him. "Yes!" exclaimed Ben as the face shield lifted and he pulled off the entire helmet. Than he looked down at the one piece suit he was wearing. Gwen walked around his back and found the suit's zipper and she pulled it down, showing off Ben's naked blue body. But there was one problem. XLR8 had a vagina. It was a girl. Ben than looked down at the body and realized the suit had squeezed the body to the point of it being extremely thin and fast. But now that it was off, XLR8's body had turned into a full sized human woman body. Complete with a full D-sized breasts and great hips.

"Oh no." said Ben extremely saddened. "I guess we can't have sex."

"Maybe we can." said Gwen as she pulled he spell book and flipped to a page near the end. She than spoke a Greek spell. Her clit popped out than kept growing until it was a seven inch long cock. Ben could feel himself getting hornier and hotter, but now his nipples got hard instead of his dick. Gwen's nipples grew hard as well as her dick.

"I found this spell. And I guess I found the perfect reason to use it. This will probably hurt at first, but than you'll love it." after she said that she pushed the full woman sized blue Ben down on her bed and got on top of him. She than pushed the tip of her dick in his vagina and listened to him squeal from pain and pleasure. She than thrusted the whole length into Ben's pussy and he screamed and squeezed Gwen's breasts and she squeezed his and she started slamming into Ben. Moving her cock deep and fast as she fucked him hard and they both screamed and moaned from loving it so much.

"Gwen you're fucking amazing." Ben yelled as he orgasmed and squirted all over Gwen's dick and Gwen exploded and came all inside Ben's XLR8 pussy.

Once again, from satisfaction Ben turned back into his human self. Gwen once again smiled and kissed him. "Sex is gunna be a lot more interesting now that we know about your _other special powers."_

"_Yea." said Ben, being almost too stunned to speak from how great that had just been. "Ok Gwen. I have one more idea for an alien for us to fuck with before bed. Go get in the shower and wait."_

_Gwen stood up and bent down right in front of Ben to pick up a towel from the floor and gave Ben a great view of her great, tight, young pussy. Than she walked into the bathroom, leaving the door open of course, and turned on the water and got in and started playing with herself in anticipation. She than saw a flash of green light from her room, signaling that Ben had changed again and she stopped playing with herself and waited for him. After a few minutes of standing and waiting Gwen got confused. Than she felt her pussy, like she was being fingered perfectly and she began screaming and moaning._

_Ben had turned into Grey Matter and climbed up Gwen's leg and now was rubbing her pussy from inside._

_Gwen started screaming and moaning louder. Ben felt so amazing inside her. She felt like she could orgasm any minute, but she tried holding it in as long as she could, wanting to orgasm as big as possible. Finally it was too much and Gwen screamed and her pussy squirted like never before, forcing Ben out along with a mass of cum. Ben than turned back to his normal self, still covered in Gwen's cum. _

_Gwen licked his face playfully, than kissed him as he pushed his hard dick into her soaked pussy and he began slowly and passionately fucking her as they made out. Slowly they made there way out of the shower and onto Gwen's bed even though they were still soaking wet. They kept fucking, with each thrust Ben going deeper into Gwen with his dick and Gwen moaned softly into Ben's mouth between kisses. _

"_Ben, baby, I'm gunna orgasm." said Gwen softly as her pleasure built and built._

"_I know babe. Me too. Cum with me." After Ben said this, they both came. Ben filling Gwen with his hot cum and Gwen coating Ben's dick. They than both made out until they feel asleep in each others arms with dick still in pussy._


	4. Chapter 4

Alright, so here's the deal. I decided to just go on with the story and incorporate the murder and rape into the fourth and final chapter. But don't worry; it probably won't be as heavy as what you think. And I'm sorry it's taken so long to write again, I've been really busy since I start college Monday and I'm moving there Saturday. But I'm rambling and you guys probably don't give a damn. So without further ado, I present the ending. ******************************************************************************************

**Ch. 4: Shaken Up**

Gwen let out a long yawn.

"Good morning babe. Did you enjoy last night?" came the male voice lying next to her.

"Of course I did Ben." After she said this Gwen lightly kissed Ben's lips. The kiss deepened as Ben slid his tongue into Gwen's mouth. Gwen gets on top of him and starts rubbing her tongue all over his than spread her pussy and pushed it down on his morning wood.

"Isn't it a bit early for this?" Been asked between kisses and moans as Gwen rode his cock deep and slow.

"It's never too early." was Gwen's response as she forced Ben's entire shaft deep into her pussy and let out a long, loud moan. But suddenly there was a door slamming,

"Gwen are you alri-!" was Grandpa reaction as he ran into the room where Gwen and Ben were having sex. He had just returned from the mission. "I…I...heard you…scream. I thought you….were…hurt. YOU TWO-!"

He was cut off before he could finish yelling at Ben and Gwen. "Vathý ýpno!" Gwen had cast the spell before she could even think about it. Grandpa Max fell over as his pupil's expanded. He was dead. Ben ran to his side. "Gwen what'd you do?" Ben cried out through tears. "You killed him! How?"

"Oh my god, Ben. I'm so sorry. I had no idea it would do that…it…it was supposed to protect me. I had no idea that it would kill him."

"What do you mean it was supposed to protect you? How'd you learn it?" Ben pleaded angrily.

"Charmcaster taught me. She may know how to undo it." With that Gwen got dressed and grabbed the keys from her grandpa and got in the drivers seat of the rust bucket. Ben got dressed to than got in the passenger seat.

"Where are you going?"

"I just said! Charmcaster."

"I thought she was in jail." Ben responded, confused.

"I guess I have some explaining to do. Charmcaster broke out the first night she was in jail. She spoke a simple spell and the guards just let her out. But I caught her. But I figured the same thing would happen if I stuck her back in jail. So I made a deal with her. I told her either she could go in the null void dimension, or she could have a designated place to stay and she could teach me magic. She agreed to the ladder. That's how I learned that spell that I used last night to get a penis. She taught me."

"Gwen, how could you? She's evil." was all Ben could really think to say. They were on the high way now.

"Ben, she's not as evil as you think. Remember the guy she used to work for?"

"Yea."

"Well that was her father. And the reason she's so messed up is that he forced her to do evil things…and some things even worse."

"Even worse than evil?" Ben asked, confused.

"Ben, He raped her. Multiple times. Starting from when she was a child. Imagine how you'd be if that happened to you."

Ben was too stunned to speak. He had no idea. Charmcaster suddenly didn't seem so evil to him.

Gwen hit the brakes as she slid into a parking spot in a hotel parking lot. It was just a basic hotel, like the one they had stayed in When they first realized what they could do together.

Gwen walked to the side entrance of the hotel as Ben followed. Gwen waved her hand over the door handle and it opened up leading the two into the pool area. Gwen walked straight to the pool and started walking on water to the center of the pool. Ben couldn't believe what he was seeing.

"Come on Ben. We don't wanna waste any time."

Finally Ben reluctantly followed Gwen out onto the water. He was walking on water too.

"How?" Ben asked.

"It's a secret. Only those who know where the path is can find it. It's the perfect hiding place. Nerochýti̱s." With that Ben and Gwen sank into the water. But that was only for an instant, before they knew it they were sinking through feet of concrete. Finally they reached bottom. It was a simple room, with just a bathroom, a bed, a small kitchen area, a couch, chair and a TV. Sitting on the chair and watching TV was Charmcaster.

"We aren't scheduled for today." Charmcaster said as she got up and turned around. "What ar-" she saw Ben. "You tricked me. You said I'd be safe!" Yelled Charmcaster as she whirled he arms and a green ball of energy appeared in her hands. She flung it at Ben.

"No I didn't!" Gwen yelled as she threw up a shield in front of her and Ben. The shield protected them from most the damage, but they were still flung back into the wall.

"We only came for your help. Please." Ben was on his knees, begging to Charmcaster.

"This is legit. What happened?" Asked Charmcaster.

"Remember the spell you just taught me? The one you said to only use in the worst of situations. Well I accidentally used it on my grandpa." explained Gwen with a blush.

"Wow." was Charmcaster's only response.

"Please can you help him?" Ben asked.

"Yea I should be able to bring him back. But before I do, I gotta know, how did you accidentally use it on your grandpa?"

Ben was silent with shame and embarrassment. So was Gwen. But finally she spoke up. "He walked in on me and Ben having sex." Gwen's eyes didn't leave the floor as she explained in more detail.

"I see." said Charmcaster finally. "Well if their ever was a reason to use that spell, that'd be it. Ok, I'll help you out and fix him."

"Oh thank you." Ben cried out.

"I wasn't finished. You have to do something for me first." Said Charmcaster with a sadistic smile.

"What?" Gwen asked skeptically.

"I wanna have sex. With both of you."

Ben and Gwen looked at each other than said in unison, "Fine."

"Good, but we do it my way." Said Charmcaster. "First Ben take off your clothes and sit on my bed. Gwen you give us a good dance to turn us on, and then we'll get to the fun."

Ben did as he was told and stripped naked and sat on the bed. Gwen started by kicking off her shoes and socks. She than did a spin as she slowly pulled off her blue cat shirt, revealing her red lacey bra underneath. It was at least three sizes too big, so either she stole it from her mom or secretly bought it. Since it was so big it was practically falling off Gwen's undeveloped B-cup breasts. Gwen let the bra slide off and hit the floor. Ben could feel his member standing up. He than looked over at Charmcaster and saw that she already had a hand in her pants and was rubbing herself. This just turned him on more. Gwen than unbuttoned her pants and bent over really far to push them down, leaving her tiny ass in the air. Ben and Charmcaster got a great view of it and Ben was only getting hornier. Gwen than pulled off her matching red oversized thong and flung it at Charmcaster. She caught it and smelled it, then threw it to Ben, who did the same thing. Ben was fully erect now and Gwen was starting to get wet.

"Now you two fuck while I strip and watch." said Charmcaster.

They didn't need to be told twice. Gwen got on top of Ben like she had that morning and kissed him as she spread her pussy and sat down on his dick. Ben put his hands on Gwen's waist and started moving her up and down on his dick. Than he caught sight of Charmcaster, she was stripping. He told Gwen and she watched too as Ben continued moving her up and down on his dick and she let out moans of pleasure. Charmcaster started by pulling off her pink over coat type thing. She than pulled her purple shirt off over her head, which revealed her perfectly, developed sized D breasts in a purple bra. She than unclasped the bra and tossed it on the floor. That exposed her perfect breasts and hard nipples which she started rubbing. Ben felt himself getting even hornier and he started slamming Gwen down on his cock harder and faster. Gwen was also getting even hotter and she felt more of her juices drip out on Ben as she let out louder moans. Charmcaster than unbuttoned her tight pants and kicked them off to the other side of the room. Now she was standing and watching Ben and Gwen fuck in her pink thong. She than peeled it off and there was a trial of cum leading from it to her pussy. She was extremely wet. She licked the cum off her thong than stuck two fingers inside her tight pussy as she rubbed her nipple with the other hand. Ben and Gwen both loved what they were seeing and Ben starting slamming Gwen down harder, forcing his whole cock inside her as she yelled out "Oh Ben! Oh Charmcaster!" and she started moving up and down on Ben's cock faster as she moaned loudly and panted until finally Ben yelled "I'm cumming!" and filled Gwen's tight pussy with his cum. Gwen than screamed out again and orgasmed all over Ben's dick. Finally Charmcaster lay down on the bed with her pussy facing Ben and Gwen and screamed as she orgasmed and cum squirted out all over Ben and Gwen.

Ben and Gwen both smiled as they looked over at Charmcaster. "Time for more fun?" Gwen asked.

"Oh yes." responded Charmcaster.

Gwen spoke out the spell and her clit grew out until it was a full blown penis. She than laid on her back and grabbed Charmcaster's hands.

"What are you doing?" Charmcaster asked.

"It's your turn. Don't worry, you'll love it. I promise." responded Gwen. She than pulled Charmcaster in close to her and kissed her lightly on the lips. Charmcaster spread her pussy and sat down on Gwen's cock and started riding it. Than Ben got up behind her and stuck his dick in Charmcaster's ass. She let out a cry of pain, but as Ben started moving it in and out she started moaning loudly and heavily from pleasure of getting both her holes drilled with seven inch cocks. Than Ben and Gwen started forcing themselves in her harder and faster, pushing more of their cocks into Charmcaster as she squeezed Gwen's breasts and Ben squeezed hers. Finally Ben and Gwen slammed their full lengths inside Charmcaster and she yelled out as she orgasmed and Ben and Gwen both exploded, filling her with cum. She than made out heavily with Gwen, both of them shoving their tongues deep inside each others mouth, then they each took turns doing the same to Ben.

"Now it's time for some real good fun." said Ben as he hit the omnitrix and changed into an alien in a flash of green light. "Ditto!" He exclaimed.

"Why'd you do that?" Charmcaster asked.

Ben than used Ditto's powers and transformed into four Dittos. "See?" He asked.

"I do now." said Charmcaster with a smile. She looked down at Gwen and saw her cock was gone and was replaced by her original pussy. Gwen was smiling with excitement too.

Than in unison the four Dittos ripped off their black suits, revealing they each had a nine inch cock. Gwen and Charmcaster could feel themselves getting wet in anticipation. Two Dittos ran at each girl and each stuck a dick in each of their holes, but left Gwen and Charmcaster close enough to where they could make out, since they liked seeing that. Than Gwen and Charmcaster began making out sloppily as they moan and dripped cum, each with a nine inch cock in their ass and pussy. The Dittos started fucking them so rough and fast, pushing their dicks deep into them that they started screaming, "Oh BEN!" This only made the Dittos fuck them rougher and faster until finally the girls orgasmed covering the Dittos dicks in their cum. That made the Dittos all cum at the same time. Filling all the girls' holes. Ben turned back into himself and lay in the middle of Charmcaster's bed, exhausted.

"I have one more thing I wanna do." said Charmcaster.

She pulled Gwen close and spread her legs. They then pushed their pussies together and started rubbing them together so they were scissoring. They both let out loud long moans as Ben watched loving it. Finally they both screamed out loud each others names and orgasmed, spraying cum all over each other and Ben.

After that Gwen and Charmcaster laid down beside Ben and he wrapped his arms around them both and kissed them both slowly and passionately.

"That was amazing." all three almost said in unison.

"So you'll fix our grandpa now?" Ben asked, just remembering.

"He'll be fine." said Charmcaster. "It's just a great sleep spell. He'll sleep for a day straight, than wake up and not remember what he saw. So you two are good. But I think us three can be better."

Ben and Gwen liked the sound of that.

"So I should just bring him whenever I come to train with you?" Gwen asked.

"Sounds good to me." said Charmcaster. "Oh but one more thing." She waved her hands and a cloud of mist ran over all of them, cleaning all the cum off. "Not only did that clean us, but it also makes it so we can't get pregnant."

"Awesome." said Ben. He than kissed each of them again lightly and fell asleep. Gwen and Charmcaster both sat up and made out over Ben a little bit. But then they both lie down in Ben's arms and fell asleep.

******************************************************************************************Well that's the final chapter. What'd you guys think?


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